IFE Inland Foundation Engineering, Inc.
inlandfoundation.com
1310 South Santa Fe Ave. PO Box 937 San Jacinto, CA 92581 ꓲ (951) 654-1555 77622 Country Club Dr. Suite Q, Palm Desert, CA 92211 ꓲ (760) 200-2400
March 1, 2024
City of Lake Elsinore
130 S. Main Street
Lake Elsinore, California 92530
Attention: Gus Papagolos
Subject: Proposal for Geotechnical Investigation
Proposed Library
Located South of W Summer Ave and West of North Main Street City of Lake Elsinore, California
Dear Mr. Papagolos:
Inland Foundation Engineering, Inc. (IFE) is pleased to submit this proposal to perform a geotechnical investigation for the subject project. This proposal has been prepared based on your email request and our experience with similar projects.
PROJECT UNDERSTANDING
We understand that the proposed project area will consist of four undeveloped parcels of land, totaling approximately one acre, to be developed as a library. Based on the emailed information, the proposed library will consist of a single story structure with an area of approximately 10,000 square feet. We anticipate that the project will also include landscaping, and asphalt concrete parking areas with interior drive aisles.
For the purposes of this proposal, we assume that the proposed building will be supported with conventional spread footings and slab-on-grade floor.
The purpose of this study is to evaluate the nature, distribution, and engineering properties of the geologic strata underlying the site with respect to the proposed development and to provide geotechnical recommendations as necessary. The location of the site is shown on the figure below.
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Proposal – Geotechnical Investigation
Lake Elsinore Library, February 2024 2 of 6 Inland Foundation Engineering, Inc.
Figure 1. USGS Lake Elsinore 7.5’ Quadrangle and Aerial Image
ANTICIPATED SUBSURFACE CONDITIONS
According to the USGS Preliminary Geologic Map of the Lake Elsinore 7.5’ Quadrangle (Morton and Weber 2003) the site is underlain by younger (Holocene) alluvial fan deposits described as unconsolidated gravel, sand and silt (map symbol Qyf).
Following is a portion of the referenced geologic map showing the mapped geologic units in the vicinity of the project location.
Figure 2. USGS Lake Elsinore 7.5’ Quadrangle (Morton and Weber 2003)
Young alluvial-fan deposits, Unit 1 (early Holocene)
SUBJECT SITE
SUBJECT SITE
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Proposal – Geotechnical Investigation
Lake Elsinore Library, February 2024 3 of 6 Inland Foundation Engineering, Inc.
Based on the Riverside County GIS hazard maps, the project site is located in a mapped “Very High” liquefaction potential zone and a “Susceptible” subsidence area.
The figure below depicts the project location on the liquefaction hazard map.
Figure 3. Riverside County GIS Liquefaction Hazard Map
PROJECT APPROACH AND PROPOSED SCOPE OF SERVICE
Our firm has conducted a significant amount of geotechnical exploration within the proposed project area. These projects include the Lake Elsinore City Hall Addition, located approximately 1,200 feet to the south, as well as several other geotechnical investigations in the nearby site vicinity. Based on our geotechnical knowledge of the site vicinity we have prepared the following scope of work outlined below.
GEOLOGIC LITERATURE REVIEW – We will review pertinent geologic literature in our files and as available from public agencies, including groundwater records, liquefaction hazard maps, and earthquake fault maps. The review will also include review of historical aerial photographs and a site reconnaissance to document and map current surface conditions.
SUBSURFACE EXPLORATION – We propose to drill four (4) geotechnical borings at this site utilizing a truck mounted hollow-stem auger drill rig to evaluate the underlying geologic conditions. Borings at the site will be drilled to target depths ranging from 15 to 50 feet below ground surface, or to practical refusal, whichever occurs first. Prior to exploration, we will mark proposed boring locations and contact Underground Service
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Alert to mark known utilities. City personnel should also identify locations of all known underground utilities, sprinklers, etc.
A staff geologist will log the materials encountered during drilling. Representative relatively undisturbed samples will be obtained within the borings by driving a thin-walled steel penetration sampler with successive 30-inch drops of a 140-pound hammer. The number of blows required to achieve each six inches of penetration will be recorded on the boring logs. The sampler types to be used include a California- modified sampler with brass sample rings and a Standard Penetration Test sampler (SPT). Representative relatively undisturbed drive samples and bulk samples will be transported to our laboratory for further observations and testing. The borings will be backfilled with native soil cuttings. It is assumed that excess soil cuttings may be spread on the site.
LABORATORY TESTING – We anticipate that laboratory testing will include, but may not necessarily be limited to:
▪ Unit Weight ▪ Plastic Index
▪ Moisture Content ▪ Direct Shear Strength
▪ Sieve Analysis
▪ Consolidation
▪ R-value
▪ Corrosivity
▪ Expansion Index
▪ Maximum Density and Optimum
Moisture Content
ENGINEERING ANALYSIS AND REPORT PREPARATION – On the basis of the subsurface exploration and laboratory testing, we will develop preliminary conclusions and engineering recommendations for the design and construction of the proposed library.
These conclusions and recommendations will be presented in a formal report, which will also include field and laboratory test data. The report will address the following:
▪ Allowable bearing pressure
▪ Active, passive and at-rest earth pressure
▪ Coefficient of friction
▪ 2022 California Building Code (CBC) seismic design parameters (default) ▪ Liquefaction hazard analysis
▪ Groundwater
▪ Expansive soil
▪ Collapsible soil
▪ Concrete slabs-on-grade and flatwork
▪ Asphalt concrete pavement
▪ Corrosion (pH, chlorides, resistivity and sulfates)
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▪ General site grading and earthwork
o Over-excavation
o Fill placement and compaction
o Temporary excavations and shoring
The report will include exploratory boring logs, laboratory test results, and a site plan showing the boring locations.
PROPOSED FEE
Our services will be invoiced on a time and materials basis per our current standard fee schedule rates. Based on the scope of service recommended above and assumptions made, our estimated fee for the geotechnical investigation is $18,000.
LIMITATIONS
Our services will be performed in accordance with the standard of practice exercised by other geotechnical engineers practicing in the same geographic area. No warranty, express or implied, is made.
If additional permitting or unanticipated field conditions are encountered that require a significant modification to the recommended scope of service or that require a substantial increase to the estimated fee, we will not proceed with the modified scope or increased amount without obtaining your written authorization. The proposed scope of services does not include the evaluation or identification of the potential presence of hazardous materials on the site.
We will contact Underground Service Alert (USA) to delineate public utilities within the sites prior to performing drilling operations; however, we will not be responsible for damage to any subsurface lines, structures, vegetation, or other sensitive sites that are not accurately marked by USA or shown accurately on plans provided to us or shown to us prior to our field exploration.
The Client is responsible for arranging access to the site to perform the field exploration.
Some disturbance to the ground surface may occur as a result of the subsurface exploration. Although we will be careful to limit the extent of such occurrences, they cannot be avoided and this proposal does not include any costs to re-grade, re- vegetate, landscape or otherwise repair disturbed areas.
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Proposal – Geotechnical Investigation
Lake Elsinore Library, February 2024 6 of 6 Inland Foundation Engineering, Inc.
AGREEMENT AND AUTHORIZATION
To authorize our services, please sign the attached Agreement for Professional Services and return to our office. A fully executed copy of the agreement will be returned to you.
We appreciate the opportunity to submit this proposal and look forward to working with you on this project. If you have any questions concerning this proposal, please contact our office.
Respectfully,
INLAND FOUNDATION ENGINEERING, INC.
Allen D. Evans, P.E., G.E.
Principal
Christopher Hogan Rangel, PG
Project Geologist
IFE Inland Foundation Engineering, Inc.
inlandfoundation.com
1310 South Santa Fe Ave. PO Box 937 San Jacinto, CA 92581 ꓲ (951) 654-1555 77622 Country Club Dr. Suite Q, Palm Desert, CA 92211 ꓲ (760) 200-2400
AGREEMENT FOR GEOTECHNICAL ENGINEERING SERVICES
THIS AGREEMENT, effective as of this ___1___ day of March 2024 is by and between City of Lake Elsinore (“Client”) and Inland Foundation Engineering, Inc. (“Consultant”).
Client’s Name City of Lake Elsinore Office
Mailing Address 130 S. Main Street Direct
Lake Elsinore, California 92530 E-mail [email protected] Project No.
Attention Gus Papagolos
Billing Address
Work Description Geotechnical Investigation
Project Proposed Library
Location South of W Summer Ave and West of North Main Street, Lake Elsinore, Ca
Legal Description of Property
Assessor Parcel No.
Present Record Owner
Owner’s Mailing Address
Contractor’s Name
IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
City of Lake Elsinore, March 2024 2 of 9 Inland Foundation Engineering, Inc.
THIS AGREEMENT consists of the following documents which are incorporated herein by reference:
• General Conditions for Geotechnical Engineering Services; and • Any documents specifically listed below or incorporated by reference in the listed documents (Exhibit A).
Consultant agrees to perform the Services set forth in this Agreement and in accordance with its terms, including all attachments incorporated herein by reference. This Agreement may not be modified or altered, except in writing as specifically described in this Agreement.
CLIENT CONSULTANT REPRESENTATIVE
Signature
Print Name Gus Papagolos Allen D. Evans, P.E.
Title R.C.E. 38104/G.E. 2060
Company City of Lake Elsinore Inland Foundation Engineering, Inc.
Address 130 S. Main Street P.O. Box 937
Lake Elsinore, California 92530 San Jacinto, California 92581-0937
Date
IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
City of Lake Elsinore, March 2024 3 of 9 Inland Foundation Engineering, Inc.
GENERAL CONDITIONS FOR
GEOTECHNICAL ENGINEERING SERVICES
1. DEFINITIONS
1.1. Agreement. This contract, including all appendixes, addenda, and any documents incorporated by reference.
1.2. Any Claim . This term, when used in a provis ion indicating clien t’s obligation to waive claim s against consultant or to hold consultant ha rmless from any claim aris ing from certain sp ecified events, means “any claim in cont ract, tort, or statute alleging negligence, errors, omissions, strict liabili ty, statutory liability, breach of contract, negl igent misrepresentation, or other acts giving rise to liability”.
1.3. Certify, Certification. Wherever these or derivative words are used in the agreement, or in any document developed or arising out of this agreement or se rvices furnished by consultan t thereunder, they shall mean consultant’s fu rnishing an opinion of con ditions based upon testing, analysis, or observation consul tant has performed. Consultant’s certification of a condition’s existence do es not guarantee such condition exists, nor does it relieve other party of responsibilities or obligations such party has accepted by contract or custom.
1.4. Consultant. The firm of Inland Foundation Engineering, Inc., including it affiliates, agents, and all principals, officers, and employees thereof, and their heirs and assigns.
1.5. Contract Documents. Plans, specifications, and agreements between Client and Contractors, including addenda, amendments, supplementary instructions, and change orders.
1.6. Contractor. The contractor or contractors retained to construct the Project for which Consultant is providing Services under this Agreement.
1.7. Day(s). Calendar day(s) unless otherwise stated.
1.8. Hazardous Materials. The term H azardous Materials means any toxic su bstances, chemicals, radioact ivity, pollutants or other materials, in what ever form or state, known or suspected to impair or jeopardize human health and safet y or the environment in any way w hatsoever. Hazardous Materials include, but are not limited to, those substances defined, des ignated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances or pollution.
1.9. He, Him, His. A reference to a person or bus iness entity with no gender intended. As appropriate, based on wh o is involved, “he” implies he (male), she (female), or it (other than a human being), etc.
1.10. Services. The Services provided by Consultant as set forth in th is Agreement, the SCOPE OF SERVICES and any written amendment to this Agreement.
2. SCOPE OF SERVICES
Consultant’s included Services are set forth in the attached SCOPE OF SERVICES.
2.1. Changes in Scope. If Consultant provides Client with a writing confirming a change in the SCOPE OF SERVICES, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by Consultant on the Project are subject to the terms and limitations of t his Agreement. If Services are performed, bu t the parties do not reach agreement concerning modifications to the SCOPE OF SERVICES or compensation, then the terms and limitations of this Agreement apply to such Services, ex cept for the payment terms. The p arties agree to resolve dis putes concerning modifications to sco pe or compensation pursuant to Section 19, “Disputes.”
2.2. Licenses. Consultant will procure and ma intain business and professional licenses and registrations necessary to provide its Services.
2.3. Excluded Services. Consultant’s Serv ices under this Agre ement include only those Serv ices specified in the SCOPE OF SERVICES.
2.3.1. General. Client expres sly waives any clai m against Consultant resulting from its failure to perform recommended additional Services that Clie nt has not author ized Consultant to perform, and any claim that Consultant failed to perform services that Client instructs Consultant not to perform.
2.3.2. Biological Pollutants. Consultant’s SCOPE OF SERVICES specifically excl udes the investigation, detection, preventio n or assessment of the presence of Biological Pollutants. The term “Biological Pollutants” includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. Consultant’s SCOPE OF SERVICES will not include any interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Clien t agrees that Consultant has no liability for any claims alleging a failure to invest igate, detect, prevent, assess, o r make recommendations for preventing, contr olling, or abating B iological Pollutants.
Furthermore, Client agrees to defend, indemnify, and hold harmless Consultant from all claims by any third party concerning Biological Pollutants, except for damages caused by Consultant’s sole negligence.
3. PAYMENTS TO CONSULTANT
3.1. Basic Services. Consultant’s S ervices are set forth in the attached SCOPE OF SERVICES AND SCHEDULE OF CHARGES for t he amount(s) set forth therein.
IFE Inland Foundation Engineering, Inc. _______________________________
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City of Lake Elsinore, March 2024 4 of 9 Inland Foundation Engineering, Inc.
3.2. Ad ditional Services. Services perfo rmed under this Agreement, except those S ervices expressly identi fied in the attached SCOPE OF SERVICES, will be provided on a time and materials basis unless otherwise specifically agreed to in writing by both parties.
3.3. Estimate of Fees. Consultant will, to the best of its abi lity, perform the Services and accompl ish the objectives defined i n this Agreement within any written cost esti mate provided by Consultant. Client recognizes that changes i n scope and schedule, an d unforeseen circumstances can al l influence the successful completion of Services within the esti mated cost. The use of an es timate of fees or of a “not to exceed” limita tion is not a guarantee th at the Services will be completed for that amount; rather, it indicates that Consultant shall not incur fees and expens es in excess o f the estimate or limitation amount without obtaining Client’s agreement to do so.
3.4. Rates. Client will pay Consultant at the rates set forth in the SCHEDULE OF CHARGES.
3.4.1. C hanges to Rates. Client and Consultant agree that the SCHEDULE OF CHARGES is su bject to periodic r eview and amendment, as appropriate to reflect Consultant’s then-current fee structure. Consultant will give Client at least 30 days advance notice of any changes. Unless Client objects in wr iting to the proposed amended fee structure within 30 days of not ification, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely objects to the amended fee structure, and Consultant and Client cannot agree upon a new fee structure within 30 days after notice, Consultant may terminate this Agreement and be compensated as set forth under Section 18, “Termination.”
3.4.2. Prevailing Wages . Unless Cl ient specifically informs Consultant in writing that prevail ing wage regul ations cover the Project and the SCOPE OF SERVICES identifies it as covered by such regulations, Client will reimburse, def end, indemnify and hold harmless Consultant from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and attorneys’ fees.
3.5. Payment Timing; Late Charge. All invoices are due upon receipt. All amounts unpaid 30 days after the invoice date will include a late payment charge from the date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law.
4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES
4.1. Level of Service. Consultant offers different levels of geotechnical Consulting Services to suit the desires and needs of different clients. Although the possibility o f error can never be eliminated, more detaile d and extensive Services y ield more information and reduce the probability of error, but at increased cost. Client mus t determine the level of Se rvices adequate for its purposes. Client has reviewed the SCOPE OF SERVICES and has determined that it does not need or want a greater level of Services than that being provided.
4.2. Standard of Care. Subject to the limitations inherent in the agreed SCOPE OF SERVICES as to the degree of car e, the amount of time and ex penses to be incurred, and subject to any oth er limitations contained i n t his A greement, Consultant may pe rform its Services consistent with that level of care and skill ordinarily exercised by other professional Consultants practicing in the same locale and under similar circumstances at the time the Services are performed.
4.3. No Warranty. No warranty, express or implied, is included or intended by this Agreement.
5. ESTIMATE OF CONSTRUCTION COSTS
Client a cknowledges that co nstruction and Project devel opment are subject to many influences that ar e not subject to precise forecasting and are outside of Consultant’s control. Client further acknowledges that actual costs incurred may vary sub stantially from the estimates prepared by Consultant and that Consultant does not warrant or guaranty the accur acy of construction or dev elopment cost estimates.
6. CONSTRUCTION PHASE SERVICES
If Consultant’s SCOPE OF SERVICES includes observation and/or testing during the course of construction, Consultant may:
6.1. Construction Observation.
6.1.1. Site Meetings & Observations. Consultant will strive to participate in job site meetings as requested by Client, and, unless otherwise requested by Client, conduct observations at the site at times specified in the SCOPE OF SERVICES or, if not specified in the SCOPE OF SERVICES, at intervals as Consultant deems appropriate to the various stages of const ruction to observe the geotechnic al conditions encountered by Contractor a nd the progress and quality of the geotechnical aspe cts of the Services. Based on information obtained during such visits a nd on such observations, Consultant may inform Client of th e progress of the geotechnical as pects of the Services. Client understands that Consultant may not be on site continuously; an d, unless expressly agreed otherwise, Consultant will not observe all o f the Services. Observation and presence, whether full-time or intermittently, does not confer “stop work” authority on those performing the service. Also, given the inherent limitati ons of such inspections, they shall not be re lied upon by any other par ty as acceptance of the work, nor shall they relieve any ot her party from fulfillment of its customary and contractual responsibilities and obligations.
6.1.2. Contractor’s Performance. Consultant does not, and cannot, warrant o r guarantee that all of th e geotechnical Services performed b y Contractor meets the r equirements of Consultant’s geote chnical recommendations or the plans a nd speci fications for such geotechnical Services; nor can Consultant be responsible for Contractor’s failure to perform the Services in accordance with the plans, specifications or the recommendations of Consultant.
IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
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6.1.3. Contractor’s Responsibilities. Consultant will not supervise , direct or have control ove r the Services nor will Consultant have autho rity over or responsibilit y f or the means, me thods, techniques, sequences or procedur es of construction selected by Contractor for the geotechnical aspects of the Project; for safety precautions and programs incident to the Services; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Services.
6.1.4. Final Report . At the conc lusion of C onstruction Phase Services, Consultant will provide Cli ent with a written report summarizing the tests and observations, if any, made by Consultant.
6.2. Review of Contractor’s Submittals. If included in the SCOPE OF SERVICES, Consultant will review and take appropriate action on the Contractor’s submittals, s uch as shop drawings, product data, samples, and other required submitt als. Consultant will review such submittals solely for general conformance with Consultant’s design, and will not include review for the following, all of which will remain the responsi bility of the Contractor: accuracy or complet eness of details, quantiti es or dimensions; c onstruction means, methods, sequences or procedures; coordination among trades; or construction safety.
6.3. Te sts. Tests performed by Consultant on finished Services or Services in progress are taken intermitte ntly and indicate the general acceptability of the Services on a statistical basis. Consultant’s tests and observation s of the Services are not a guarantee of the quality of Services and do not relieve other par ties from their responsibility to perform the ir Services in accordance with applicable plans, specifications and requirements.
7. CLIENT’S RESPONSIBILITIES
In addition to payment for the Services performed under this Agreement, Client agrees to:
7.1. Co operation. Assist and cooperate with Consultant in any manner necessary and within its abi lity t o facilitate Consultant’s performance under this Agreement.
7.2. Representative. Designate a r epresentative with authority to receiv e all notices and informatio n pertaining to this Agreement, communicate Client’s policies and decis ions, and assist as necessary in matters pertaining to the Project and this Agreement. Clien t’s representative will be subject to change by written notice.
7.3. Rights of Entry. Provide access to and/or obtain permission for Consultant to enter upon all pr operty, whether or not owned by Client, as required to perf orm and complete the Services. Consultant will operate with reasonable care to minimize damage to the Project Site(s). However , Client recognizes that Consultant’s operations and the use of investi gative equipment may unavoidably alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated.
7.4. R elevant Information. Supply Consultant with all information and documents in Client’s possession or knowledge which ar e relevant to Consultant’s Services. Client warrants the accuracy of any information supplied by it to Consultant, and acknowledges that Consultant is entitled to r ely upon such information without v erifying its accuracy. P rior to the commencement of any S ervices in connection with a specific property, Client will notify Consultant of any known potential or possible health or safety hazard existing on or near the Project Site, with particular reference to Hazardous Materials or conditions.
7.5. Subsurface S tructures. Correctly designate on plan s to be furnished to Consultant, the location of all su bsurface structures, such as pipes, tanks, ca bles and utilities within the property lines of the Project S ite(s), and be responsib le for any damage inadvertently caused by Consultant to any such struct ure or u tility not so desig nated. Consultant is not lia ble to Client for any losses, damages or clai ms arising from damage to subterranean structures o r utilities that were not correctl y shown on plans furnished by Client to Consultant.
8. CHANGED CONDITIONS
If Consultant discovers conditions or circumstances that it had not contemplated at the commence ment of this Agreement (“C hanged Conditions”), Consultant will notify Client of the C hanged Conditions. Client and Consultant agree to that they will then r enegotiate in good faith th e terms and conditions of th is Agreement. If Consultant and Client cannot agree upon amended terms and conditions within 30 days after notice, Consultant may terminate this Agreement and be compensated as set forth in Section 18, “Termination.”
9. HAZARDOUS MATERIALS
Client understands that Consultant’s Services under this Agreement are limited to geotechnical engineering and that Consultant has no responsibility to locate, identify, evaluate , treat or otherwise consider or deal with Hazardous Materials. Client is solely responsible for notifying all appropriate federal, state, municipal or other govern mental a gencies, in cluding the potentially affected public, of the existence of any Hazardou s M aterials located on or i n the Pro ject site, or located during the performance of this Agre ement. The existence or discovery of Hazardous Materials constitutes a Changed Condition under this Agreement.
10. CERTIFICATIONS
Client agrees not to require that Consultant execute any certificati on with re gard to Services per formed or Services tested an d/or observed under this Agreement unless: 1) Consultant believes that it has performed sufficient Services to provide a sufficien t basis to issue the certificatio n; 2) Consultant believes that the Services performed or Services tested and/or observed meet the criteria of the IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
City of Lake Elsinore, March 2024 6 of 9 Inland Foundation Engineering, Inc. certification; and 3) Consultant has reviewed and approved in writing the e xact form of such certification pr ior to execution of this Agreement. Any certification by Consultant is limited to an expression of professional opinion based upon the Services performed by Consultant, and does not constitute a warranty or guaranty, either expressed or implied.
11. ALLOCATION OF RISK
11.1. Limitation of Liability. The total cumu lative li ability of Consultant, its sub consultants and subcontracto rs, and all of their respective shareholders, directors, officers, emp loyees and agents (collectively “Consultant Entities”), to C lient arising from Services under this Agreement, including attorney ’s fees du e under this Agreeme nt, will not exceed the gros s compensation received by Consultant under this Agreement or $50,000, whichever is greater; provided, however, that such liabilit y is further limited as described below. This limitation applies to all lawsuits, claims or actions that allege errors or omis sions in Consultant’s Services, whether alleged to arise in tort, cont ract, warranty, or other legal theory. Upon Client’s written request, Consultant and Client may agree to increase the limitation to a grea ter amount in exchan ge for a negotiated increase in Consultant’s fee, provided that they amen d this Agreement in writing as provided in Section 20.
11.2. Indemnification.
11.2.1. Indemnification of Client. Subject to the provisions and limitations of this Agreement, and to t he extent of Consultant’s insurance protection, Consultant agrees to inde mnify, but not defend, and hold harmless Client, its shareholders, officers, director s, employees, and agents from and against any and all claims, suits, liabilities, damages, expenses (including reasonable attorney’s fees), or other losses (collectively “ Losses”) to the extent ca used by Consultant’s negligent performance, whether it be sole or in concert with others, of its Services under this Agreement.
11.2.2. Indemnification of Consultant. Client will indemni fy and hold harmless Consultant Entities from and against any and all Losses to the extent caused by the negligence of Client, its employees, agents and contractors. In addition, except to the extent caused by Consultant’s sole negligence, Client expressly agrees to defend, indemnify and hold harmles s Consultant Entities from and against any an d all Losses arising from or related to the existence, disposal, release, discharge, treatment or t ransportation of Ha zardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release of or exposure to Hazardous Material.
11.3. Consequential Damages. Neither Client nor Consultant will be liable to the other for any special, c onsequential, incidental or penal losses or d amages including but not limited to losses, damages or claims related to the unavaila bility of property or facilities, shutdowns or service inte rruptions, loss of use, profits, revenue, or inventory, or for use charges, cost of capital, or claims of the ot her party and/or its customers.
11.4. Continuing Agreement. The indemnity obligations and the limitations of liability established under this Agreement w ill survive the expiration or termination of this Agreemen t. If Consultant provides Services to Client that the parties do not c onfirm through execution o f an amendment to this Agreement, the obligations of the parties to indemnify each other and the limit ations on liability established under this Agreement apply to such Services as if the parties had executed an amendment.
12. CORPORATE PROTECTION
It is intended by the parties to this Agr eement that the Consultant’s (Inland Foundation Engineering, Inc.) s ervices in connection with the project shall not subject t he Consultant’s affiliates, agents, principal s, officers, individual e mployees thereof, and their heirs an d assigns to any persona l legal exposure for the risks as sociated with this project . Theref ore, and notwithstanding anyth ing to the contrary contained herein, the Client agrees that as the Clien t’s sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the Consultant (Inland Foundation Engineering, Inc.), a California Corporation, and not against any of the Consultant’s employees, officers or directors.
13. THIRD PARTY BENEFICIARIES
Nothing contained in this Agreement shall create a contra ctual relationship with or a cause of actio n in favor of a thi rd party against either the Client or the Consultant. The Consultant’s services under this Agreement are being performed solely for the Client’s benefit, and no other entity shall have any clai m against the Consultant because of this Ag reement or the p erformance or nonperformance of services hereunder.
14. INSURANCE
14.1. Consultant’s Insurance. Consultant will obtain, if reasonably available, the following coverages:
14.1.1. Statutory Workers’ Compensation/Employer’s Liability Insurance;
14.1.2. Commercial General Liability Insurance with a combined single limit of $1,000,000;
14.1.3. Automobile Liabili ty Insurance, in cluding liability for all owned, hired a nd non -owned vehicles with minimu m l imits of $1,000,000 for bodily injury per person, $1,000,000 property damage, and $1,000,000 combined single limit per occurrence; and,
14.1.4. Professional Liability Insurance in amounts of $1,000,000 per claim and annual aggregate.
IFE Inland Foundation Engineering, Inc. _______________________________
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14.2. Certificates of Insurance. Upon request, Consultant and Client w ill eac h provide th e other with certifica te(s) of insurance evidencing the existence of the policies required herein.
15. OWNERSHIP AND USE OF DOCUMENTS
15.1. Client Doc uments. All documents provided by Client will remain the prop erty of Client. Consultant will return all such documents to Client upon request, but may retain file copies of such documents.
15.2. Consultant’s Documents. Unless otherwise agreed in writing, a ll documents and information prep ared by Consultant or obtained by Consultant from any third party in connection with the perf ormance of Services, including, but not limit ed to, Consultant’s reports, boring logs, map s, field data, f ield notes, drawings and specifications, laboratory test data and other similar docum ents (collectively “ Documents”) are the pro perty of Consultant. Consultant has the right, in its sole discreti on, to dispose of or retain t he Documents.
15.3. Use of Documents. All Documents prepared by Consultant are solely for use by Client and will not be provided by either party to any other person or entity without Consultant’s prior written consent.
15.3.1. Use by Client. Client has the right to reuse the Documents for purposes reasonably connected with the Project for whi ch the Services are provided, including without limitation design and licensing requirements of the Project.
15.3.2. Use by Consultant. Consultant retains the right of ownership with respect to any patentable concepts or co pyrightable materials arising from its Services and the right to use the Documents for any purpose.
15.4. Electronic Media. Consultant may agree at Client’s request to pro vide Documents and informatio n in an electronic format.
Client recognizes that Docume nts or other information recorded on or transmitted as electr onic media are subject to undet ectable alteration due to (among o ther causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and info rmation provided by Consultant in electronic media are for informational pur poses only and n ot as final documentation. Unless otherwise defined in the Scope of Services, C onsultant’s electronic Docume nts a nd media wi ll conform to Consultant’s standards. Co nsultant will provide any request ed electronic Documents for a 30-day acceptance period, and Consultant will correct any defec ts reported by Client to Consultant during th is period. Consultant makes n o warranties, either express or implied, regarding the fitness or suitability of any electronic Documents or media.
15.5. Unauthorized Reuse. No party other than Client may rely, and Client will not represent to any other party that it may rely on Documents without Consultant’s express prior written consent and receipt of additional compensation. Client will not permit d isclosure, mention, or communication of, or reference to the Docu ments in any offering circular, securities of fering, loan application, rea l estate sales d ocumentation, or similar promotional mat erial without Consultant’s expres s p rior written consent. Client waives any and a ll claims against Consultant resulting in any way from the unauthorized reuse or alteratio n of Documents by itself or a nyone obtaining them t hrough Client. Client will defend, indemnify and hold harmless Cons ultant from and against any claim, action o r pro ceeding brought by any party claiming to rely upon information or opinions contained Docum ents provided to such person or entity, published, disclosed or referred to without Consultant’s prior written consent.
15.6 Confidentiality. Consultant and Cl ient each acknowledge that du ring the term of this agreement either may receive or have access to certain information, observ ations and data (including, but not limited to, trade se crets, designs, ideas, products, research, software, and fina ncial data) co ncerning the busi ness or affa irs of the other party (“Confidential Information”). Consultant and Client shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and thef t. Consultant and Client agree that they shall not disclose to any unauthorized person or use fo r their own purposes any Confidential Information without the prior written consent o f the other party, unless and to the extent that the Confiden tial Information becomes generally known to and available for use by the public.
16. SAMPLES AND CUTTINGS
16.1. Sample Retention. If Consultant provides laboratory testing or analytic Services, Consultant will attempt to preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 30 days after issuance of any Documents that include the data obt ained from these samples. Client will promptly pay and b e responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances.
16.2. Monitoring Wells. Client will take custody of all mo nitoring wells and probes installed during any investiga tion by Consultant, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client’s expense.
17. RELATIONSHIP OF THE PARTIES
Consultant will perform Services under this Agreement as an independent contractor.
18. ASSIGNMENT AND SUBCONTRACTS
Neither par ty may assign th is Agre ement, i n whole or in part, without the prior written consent of the other party, except f or an assignment of proceeds for financing pu rposes. Consultant may subcontract for t he services of others without obt aining Client’s consent if Consultant deems it necessary or desirable for others to perform certain Services.
IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
City of Lake Elsinore, March 2024 8 of 9 Inland Foundation Engineering, Inc.
19. SUSPENSION AND DELAYS
19.1. Procedures. Client may, at any time by 10 days written notice suspend performan ce of all or any part of the Serv ices by Consultant. Consultant may terminate this Agreement if Client suspends Consultant’s Services for more than 60 days and Client will pay Consultant as set forth under Section 18 , “Termination.” If Client suspends Consultant’s Services, or if Client or others delay Consultant’s Services, Client and Consultant agree to equitably adjust: (1) the time for completion of the Services; and ( 2) Consultant’s compensation in accordance wi th Consultant’s then current SCHEDULE OF CHARGES for the additional labor , equipment, and other charges associated with maintaining its workforce for Client’s benefit during the delay or suspension, or charges incurred by Consultant for demobilization and subsequent remobilization.
19.2. Liabili ty. Consultant is not liable to C lient for any failure to perform or delay in performance due to circu mstances beyond Consultant’s control, in cluding but not limited to po llution, contamination, or re lease of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, “ acts of God,” adverse wea ther conditions, acts of government, labor disputes, delays in trans portation or inability to obtain material and equipment in the open market.
20. TERMINATION
20.1. Termination for Convenience. Consultant and Client may terminate this Agreement for conve nience upon 30 d ays written notice delivered or mailed to the other party.
20.2. Ter mination for Cause. In the ev ent of material breach of thi s Agreement, the party not breaching the Agreement may terminate it upon 10 days written notice delivered or maile d to the other p arty. T he termi nation notice shall state the basis f or the termination. The Agreement may not be terminated for cause if the breaching party cures the breach within the 10-day period.
20.3. Payment on Termination . Following termination other than for Consultant’s material breach of this Agreement, Client wi ll pay Consultant for Services performed prio r to the termination notice d ate, and for any necessary Services and expenses incurre d in connection with the terminat ion of the Project, inclu ding but not lim ited to , the co sts of comple ting analysis, records a nd reports necessary to document job status a t the time of termination and costs associated with termination of subcontractor cont racts in accordance with Consultant’s then current SCHEDULE OF CHARGES.
21. DISPUTES
21.1. Mediation. All disputes between Consultant and Client are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, and requiring that the matter be mediated within 45 days of service of notice.
21.2. Precondition to Other Action. No action or suit may be comm enced unless the mediation did not occur within 45 days after service of notice; or the m ediation occurred but did not resolve the dispute; or a statute of li mitation would elapse if suit was not fi led prior to 45 days after service of notice.
21.3. Choice of Law; Venue. This Agreement will be construed in acc ordance with and governed by the laws of the state in whic h the Project is located. Unless the parties agree otherwise, any me diation or other legal proceeding will occur in the state in which the Project is located.
21.4. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of Consultant’s Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its claims.
22. MISCELLANEOUS
22.1. Integ ration and Severability. This Agreement r eflects the ent ire agreement of the parties with res pect to its term s and supersedes all prior ag reements, whether written or oral. If any por tion of this Agreement is void or voidab le, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows.
22.2. Modification of this Agreement . This Agreement may not be m odified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement.
22.3. Not ices. Any and all notice s, requests, ins tructions, or other communica tions given by either party t o the other must be in writing and either hand delivered to the recipient or delivered by first-class mail (postage prepaid) or express mail (billed to sender) at the addresses given in this Agreement.
22.4. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement.
22.5. Waiver. The waiver of any term, conditions or b reach of this Ag reement will not operate as a subsequent waiver of t he same term, condition, or breach.
IFE Inland Foundation Engineering, Inc. _______________________________
Agreement – Geotechnical Services
City of Lake Elsinore, March 2024 9 of 9 Inland Foundation Engineering, Inc.
EXHIBIT A: CONSULTANT’S
SCOPE OF SERVICES AND SCHEDULE OF CHARGES
Consultant’s Proposal or other description of (1) Scope of Services, and (2) Schedule of Charges for the Services covered by this Agreement is listed below.
Services Rendered: Geotechnical Investigation Proposed Library, South of W Summer Ave and West of North Main Street, Lake Elsinore, California
Estimated Fee: $18,000
Deposit:
Note: Proposal dated March 1, 2024